Colleen Baldwin

About Colleen D. Baldwin

Colleen D. Baldwin (year of birth: 1960) is an Independent Trustee across the Voya fund complex since 2007, currently Chairperson of the Investment Review Committee E (IRC E) and a member of the Audit Committee. She previously served as Chair of the Boards (2020–2024), Chair of IRC E (2014–2019), and Chair of the Nominating & Governance Committee (2009–2013). Baldwin holds a B.S. from Fordham University and an MBA from Pace University, and began her career at AT&T/Bell Labs as a systems analyst . The Board’s retirement policy requires Independent Trustees to retire at age 75 (unless extended by a majority of other Independent Trustees) .

Past Roles

External Roles

Board Governance

• Board meeting cadence: regular Board meetings are held eight times per year; committees also hold special meetings as needed .
• Attendance: no Board member attended fewer than 75% of Board and committee meetings in the most recent fiscal year .
• Independence: Baldwin is not an “interested person”; as of the record date, no Independent Trustee or immediate family owned securities of the Adviser/Principal Underwriter or their control affiliates (excluding registered investment companies) .
• Audit oversight: the Audit Committee (including Baldwin) reviewed audited financials, PCAOB communications, independence, and recommended inclusion in Annual Reports; the committee submitted its report signed by Baldwin, Gavin (Chair), and Sullivan .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• Related-party safeguards: as of the record date, Independent Trustees and immediate family had no interests in securities of the Adviser, Principal Underwriter, or their control affiliates (excluding registered investment companies) .

Expertise & Qualifications

• Financial services operating leadership (COO at AIG Global Investment Group, Ivy Asset Management) and senior roles at J.P. Morgan and Bankers Trust .
• Audit Committee Financial Expert designation; active Audit Committee membership .
• IRC E Chair overseeing performance and investment risk oversight across assigned funds; prior Nominating & Governance leadership .
• Education: B.S. Fordham University; MBA Pace University .

Equity Ownership

• Concentration limits: no current Trustee owns 1% or more of any Fund’s outstanding shares; officers and Trustees as a group own less than 1% of any Fund .
• Pledging/hedging: no disclosures of pledged shares or hedging by Trustees found in the proxy .

Governance Assessment

• Board effectiveness and engagement: Baldwin chairs a key investment oversight committee (IRC E), serves on the Audit Committee with Financial Expert designation, and has prior leadership of the full Boards and Nominating & Governance—indicating deep engagement in performance review, risk oversight, and governance .
• Independence and conflicts: She is an Independent Trustee under the 1940 Act, with no adviser/underwriter related securities interests for her or immediate family as of the record date, and no Board member fell below the 75% attendance threshold in the most recent year—supportive of investor confidence .
• Compensation structure: Director pay is primarily fixed cash (retainers and meeting fees). The “Future Payment” arrangement (up to 2× annual Board retainer upon retirement/death/disability, subject to legacy caps) is a legacy benefit that may be viewed by some investors as a potential alignment risk versus fully at‑risk pay, though common in ’40 Act complexes; no bonuses, equity, or performance-linked director pay are disclosed .

RED FLAGS

• Legacy “Future Payment” benefit (up to 2× annual retainer) could be perceived as pay not tied to contemporaneous performance; investors may prefer tighter alignment via equity or performance conditions .
• Time-commitment risk: Voya’s Independent Trustees oversee approximately 131 separate series across 19 registered investment companies; committee workloads are significant (e.g., audit 5x/year, IRCs 5x/year, contracts 5x/year, compliance 4x/year), requiring sustained capacity—though attendance metrics were met .

Committee Meeting Frequency (Quantitative context)

Additional Governance Notes

• Independent Trustees employ independent legal counsel and the committee structure is periodically reviewed to enhance efficiency/effectiveness .
• Nominating & Governance Committee conducts periodic compensation benchmarking for independent board members and oversees Board self-evaluations—positive governance practices .